On June 2, 2023 Phio Pharmaceuticals Corp. (Nasdaq: PHIO), a clinical stage biotechnology company whose proprietary INTASYL RNAi platform technology is designed to make immune cells more effective in killing tumor cells, reported the closing of its previously announced registered direct offering of 233,646 shares of common stock, at a purchase price of $4.28 per share (Press release, Phio Pharmaceuticals, JUN 2, 2023, View Source [SID1234632392]). In a concurrent private placement, Phio also issued 700,935 shares of common stock (or common stock equivalents in lieu thereof), at a purchase price of $4.28 per share. In addition, the Company issued in the registered direct offering and in the concurrent private placement unregistered Series A warrants to purchase up to an aggregate of 934,581 shares of common stock and unregistered Series B warrants to purchase up to an aggregate of 934,581 shares of common stock. The registered direct offering and the private placement were priced at-the-market under Nasdaq rules.

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H.C. Wainwright & Co. acted as the exclusive placement agent for the concurrent offerings.

Each series of warrants has an exercise price of $4.03 per share and is exercisable immediately. The Series A warrants have a term of five and one-half years from the date of issuance and the Series B warrants have a term of eighteen months from the date of issuance.

Gross proceeds to the Company from the concurrent offerings are approximately $4.0 million, before deducting the placement agent’s fees and other offering expenses payable by Phio. Phio intends to use the net proceeds from the offering for the development of its immuno-oncology programs, working capital and general corporate purposes.

The shares of common stock offered in the registered direct offering (but excluding the securities offered in the private placement and the shares of common stock underlying the unregistered warrants issued in the registered direct offering) were offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-256100), including a base prospectus, previously filed with the Securities and Exchange Commission (SEC) on May 13, 2021 and declared effective by the SEC on May 21, 2021. A final prospectus supplement and an accompanying base prospectus relating to the shares of common stock offered in the registered direct offering were filed with the SEC and are available on the SEC’s website located at View Source Electronic copies of the final prospectus supplement and accompanying base prospectus may also be obtained by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at [email protected].

The securities in the concurrent private placement described above were offered in a transaction not involving a public offering and have not been registered under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and/or Rule 506(b) of Regulation D promulgated thereunder and, along with the shares of common stock underlying the unregistered warrants in the concurrent private placement, have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities in the concurrent private placement and the shares of common stock underlying the unregistered warrants in the concurrent private placement may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws.

Phio has agreed to file an initial registration statement with the SEC covering the resale of the securities to be issued in the private placement no later than 10 days following May 31, 2023 and to use its best efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 70 days after May 31, 2023 in the event of a "full review" by the SEC.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.